Provisions Regarding Code Section 409A Clause Samples

Provisions Regarding Code Section 409A. (a) If at the time of Employee’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Employee pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Employee’s termination of employment, or if earlier, Employee’s subsequent death. (b) Reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A of the Internal Revenue Code are subject to the following restrictions: (1) the amount of expenses eligible for reimbursements, or in-kind benefits provided, to Employee during a calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year, and (2) reimbursement of an eligible expense shall be made as soon as practicable, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. (c) Employee’s right to receive installment payments pursuant to this Agreement shall be treated as the right to receive a series of separate and distinct payments.

Provisions Regarding Code Section 409A. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Executive’s termination of employment, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definitions), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service,” or such later date as may be required by the following paragraph. If any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which the Executive is a “specified employee” (as defined in Section 409A of the Code and applicable regulations), then payment or commencement of such non-exempt amounts or benefits shall be delayed until the earlier of (i) thirty (30) days following Executive’s death, or (ii) the first day of the seventh month following the Executive’s separation from service. Whenever in this Agreement the provision of payment or benefit is conditioned on the Executive’s execution and non-revocation of a general release of claims, such release, must be executed, and all revocation periods shall have expired, within 60 days after the Date of Ter...

Provisions Regarding Code Section 409A. Section 23 of the Agreement shall apply equally to compensation, payments or distributions made (or, if not yet made, payable or distributable) to the Executive under this Appendix A. 1) Provides leadership to the Board and presides over meetings of the Board. 2) Works with the Board Governance and Composition Committee to establish procedures to govern the Board’s work, and guidelines for Board membership and conduct, and to ensure that each director is making a significant contribution. 3) Works with the Board Governance and Composition Committee to ensure proper committee structures, including the assignment of committee chairs and committee members. 4) Organizes and sets the agenda for regular and special Board meetings based on input from senior management and other directors. 5) Schedules meetings of the full Board and works with committee chairs to coordinate the schedule of meetings for committees. 6) Helps ensure achievement of the Board’s goals by assigning specific tasks to Board members. 1) Acts as a liaison between the Board and management. 2) Ensures proper flow of information to the Board, reviewing the adequacy and timing of documentary materials in support of management proposals. 3) Ensures adequate lead time for effective review and discussion of Company business. 1) Oversees the preparation and distribution of the Company’s annual report and proxy materials distributed to shareholders. 2) Presides over annual meetings of shareholders. 1) Together with the Chief Executive Officer, represents the Company to external constituents, including: shareholders; local communities; applicable industry association groups; educational institutions; and local, state and federal governments.

Provisions Regarding Code Section 409A